UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. 3]
Strategic Capital Resources, Inc.
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(Name of the Issuer)
Strategic Capital Resources, Inc.
David Miller
Rita Miller
Scott Miller
Helen Miller Irrevocable Trust, Libo Fineberg, Trustee
Lite `N Low, Inc.
Priority Capital Corp.
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(Name of Persons Filing Statement)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
862690203
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(CUSIP Number of Class of Securities)
David Miller, Chief Executive Officer
Strategic Capital Resources, Inc.
7900 Glades Road
Suite 610
Boca Raton, FL 33434
561-558-0165
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
With a copy to:
Tescher Lippman & Valinsky
100 Northeast Third Ave, Suite 610
Fort Lauderdale, Florida 33301-1165
Attention: Jay Valinsky, Esq.
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (240.14.a-1 through 240.14b-2), Regulation
14C (ss 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (s
240.13e-3(c)) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or Information statement
referred to in checking box (a) are preliminary copies [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Calculation of Filing Fee
Transaction Valuation* Amount of filing fee
$ 609,650 $49.32
* The "Transaction Value" amount referred to above is approximately the sum
of the product of 77,190 outstanding shares of Common Stock (excluding
52,804 shares owned by the shareholders who are seeking to acquire
Strategic Capital Resources, Inc. and who would contribute their shares to
New Company immediately prior to the proposed merger as discussed below)
and $25.00, the cash price per share to be paid in the proposed merger.
** In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the Transaction Value
by 0.000092.
[ ] Check box if any part of the fee is offset as provided by s 240.0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration number, or the Form or
Schedule and the date of its filing
Amount Previously Paid: $49.32
Form or Registration No: Preliminary Information Statement on Schedule 14C
(File No. 0-28168)
Filing Party: Strategic Capital Resources, Inc.
Date Filed: October 24, 2003
This Amendment No. 3 (the "Final Amendment") amends and supplements the
Rule 13e-3 Transaction Statement on Schedule 13E-3, filed on October 24, 2003,
as amended by Amendment No. 1 thereto filed on December 19, 2003 and as amended
by Amendment No. 2 filed on January 8, 2004 by Strategic Capital Resources, Inc.
(hereinafter referred to as the "Company"; and/or "Strategic"), Mergerco, Inc.,
a Florida corporation ("New Company"), David Miller, the Company's Chairman of
the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting
Officer and President, Rita Miller (David Miller's wife), Scott Miller (David
Miller's son), Helen Miller Irrevocable Trust, Libo Fineberg Trustee (a trust of
which David Miller is the sole beneficiary), Lite `N Low, Inc. and Priority
Capital Corp., privately held companies of which David Miller is the sole
shareholder, in connection with the merger of New Company with and into
Strategic with Strategic as the surviving entity, pursuant to an Agreement and
Plan of Merger, dated as of January 8, 2004, by and between Strategic and New
Company (the "Merger Agreement"), whereby each shareholder (other than the
shareholders who sought to acquire Strategic contributed their shares to New
Company immediately prior to the merger) will receive $25.00 cash (or pro-rata
portion thereof in the instance of fractional shares) without interest, per
share of Strategic Common Stock owned at the time of the merger. The Merger
Agreement was approved by Strategic's Board of Directors on October 23, 2003 and
by a majority of its Common Stock shareholders on January 8, 2004. New Company
is not a filing party to this Final Amendment because its separate corporate
existence ceased with the consummation of the merger as more fully described
herein. This Final Amendment is intended to satisfy the reporting requirements
of Rule 13(e)-3(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
On February 4, 2004, Strategic was advised by the Florida Secretary of
State's Office that the merger became effective pursuant to the Articles of
Merger and Agreement and Plan of Merger filed with the Florida Secretary of
State at which time New Company was merged with and into Strategic, with
Strategic as the surviving corporation and the separate corporate existence of
New Company ceased. The merger consideration will be disbursed to Strategic's
shareholders (other than members of the Buyer Group who contributed their shares
to New Company) as described in Strategic's definitive information statement.
With the consummation of the merger, the members of the Buyer Group hold 100% of
Strategic's common stock.
On February 4, 2004, Strategic filed a certificate and notice of
termination of registration on Form 15 to provide notice of termination of
registration of Strategic's common stock.
ITEM 16: EXHIBITS.
(a)(2) Press Release of Strategic Capital Resources, Inc. dated as of
February 4, 2004.
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement, as amended, is true, complete
and correct.
Dated: February 4, 2004
Strategic Capital Resources, Inc. Priority Capital Corp.
By: /s/ DAVID MILLER By: /s/ DAVID MILLER
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David Miller, President David Miller, President
Helen Miller Irrevocable Trust, Lite `N Low, Inc.
Libo Fineberg, Trustee
By: /s/ LIBO FINEBERG By: /s/ DAVID MILLER
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Libo Fineberg, Trustee David Miller, President
/s/ DAVID MILLER /s/ RITA MILLER
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David Miller Rita Miller
/s/ SCOTT MILLER
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Scott Miller
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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(a)(2) Press Release of Strategic Capital Resources, Inc. Dated as of
February 4, 2004